Mr. Kelvin Lee reports

MEGAWATT ANNOUNCES CLOSING OF FINAL TRANCHE OF CONCURRENT PRIVATE PLACEMENT OF SHARES AND ENGAGEMENT OF OUTSIDE THE BOX CAPITAL FOR MARKETING SERVICES

Further to the news releases of Jan. 23, Jan. 25, Jan. 30 and March 8, 2024, Megawatt Lithium and Battery Metals Corp. has closed the second and final tranche of the previously announced concurrent non-brokered private placement of common shares in the capital of the company by the issuance of 1.3 million shares at 10 cents per share for gross proceeds of $130,000.

All securities issued in connection with the concurrent PP are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on July 16, 2024.

In connection with the concurrent PP, the company has paid an eligible finder a cash commission in the aggregate amount of $3,850.

The company will use the net proceeds from the concurrent PP for property payments, property exploration and general working capital.

In addition to the closing of the concurrent PP, the company is also pleased to announce that it has entered into a marketing service agreement with an arm's-length firm, Outside The Box Capital Inc., of Oakville, Ont., to provide, among other things, marketing and distribution services to communicate to the financial community information about the company. The marketing agreement will have an initial term of six months starting on Jan. 29, 2024, and the company will pay OTBC a cash fee of $150,000 (plus applicable taxes) with the possibility of an additional monthly cash budget for marketing services if required.

About Megawatt Lithium and Battery Metals Corp.

Megawatt is a British Columbia-based company involved in the acquisition and exploration of mineral properties in Canada. The company holds a 100-per-cent undivided interest, subject to a 1.5-per-cent net smelter royalty on all base, rare earth elements and precious metals, in the Cobalt Hill property, consisting of eight mineral claims covering an area of approximately 1,727.43 hectares located in the Trail Creek mining division in the province of British Columbia, Canada.

Additionally, the company has acquired a 100-per-cent interest in a company that indirectly holds a 100-per-cent interest (subject to a 2-per-cent NSR) in two prospective silver-zinc projects in Australia, being the Tyr silver project and the Century South silver-zinc project (see press release dated Oct. 15, 2020), and an indirect 100-per-cent interest (subject to a 1-per-cent NSR) in and to certain mining tenements in Northern Territory and New South Wales, Australia, prospective for nickel-cobalt-scandium and rare earth elements.

The company holds a 100-per-cent interest (subject to a 2-per-cent NSR) in and to the Route 381 lithium property, composed of 40 mineral claims located in James Bay territory, north of Matagami, in the province of Quebec, covering 2,126 hectares (see press release dated Feb. 3, 2021), and a 100-per-cent interest in 229 additional mineral exploration claims prospective for lithium, also in the James Bay area of Quebec, covering an area of 12,116 hectares or 121 square kilometres.

We seek Safe Harbor.